As filed with the Securities and Exchange Commission on
April 21, 1995
Registration No. 2-91950
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
___________________________________
POST EFFECTIVE AMENDMENT NO. 7
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
CIRCUS CIRCUS ENTERPRISES,INC.
(Exact name of issuer as specified in its charter)
NEVADA 88-0121916
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2880 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS, 89109
(Address of Principal Executive Offices) (Zip Code)
CIRCUS CIRCUS ENTERPRISES, INC. 1983 INCENTIVE STOCK OPTION PLAN
(Full Title of the Plan)
MIKE SLOAN, 2880 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
(Name and address of agent for service)
(702) 734-0410
(Telephone number, including area code, of agent for service)
CIRCUS CIRCUS ENTERPRISES, INC.
CROSS REFERENCE SHEET
Pursuant to Rule 404 and Item 501 of Regulations S-K
Form S-8 Item No. Heading in Prospectus
1. Plan Information
(a) General Plan
Information Cover Page; Description of the
Plan - General and - Purpose;
Administration
(b) Securities to be
Offered Cover Page; Description of the
Plan - General
(c) Employees Who May
Participate in the
Plan Description of the Plan -
General - Purpose and -
Eligibility
(d) Purchase of
Securities Pursuant
to the Plan and
Payments for
Securities
Offered Description of the Plan -
Purchase of Stock Pursuant to
the Plan, - Limitations and -
Termination of Options
(e) Resale Restrictions Restrictions on Resale<PAGE>
(f) Tax Effects of Plan
Participation Federal Income Tax
Consequences
(g) Investment of Funds Not Applicable
(h) Withdrawal from the
Plan; Assignment of
Interest Description of the Plan -
Transferability and -
Termination of Options
(i) Forfeitures and
Penalties Description of the Plan -
Termination of Options
(j) Charges and
Deductions and Liens
Therefor Description of the Plan -
Termination of Options
2. Registrant Information
and Employee Plan Annual
Information Reports of the Company;
Incorporation of Certain
Documents by Reference
PROSPECTUS
CIRCUS CIRCUS ENTERPRISES, INC.
3,000,000 Shares
Common Stock, $.01-2/3 Par Value
Offered Pursuant to the 1983 Incentive Stock Option Plan
The shares covered by this Prospectus are being offered by
Circus Circus Enterprises, Inc. (the "Company") pursuant to the
Company's 1983 Incentive Stock Option Plan (the "Plan") which
provides for the granting of stock options covering up to
3,000,000 shares of the Company's Common Stock, $.01-2/3 par
value ("Common Stock"), subject to adjustment in the event of any
charges in the Common Stock resulting from stock dividends, stock
splits and similar changes.
_______________
The Common Stock of the Company is listed on the New York
Stock Exchange and the Pacific Stock Exchange. On April 18,
1995, the last reported sale price of the Common Stock on the New
York Stock Exchange Composite Tape (as adjusted to reflect a
three-for-two stock split effective July 9, 1993) was $30.50 per
share.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESEN-
TATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________
THE NEVADA GAMING COMMISSION HAS NOT PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.
_______________
The date of this Prospectus is April 21, 1995.
ADDITIONAL INFORMATION
The Company has filed a Registration Statement with the
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, with respect to the shares
offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain
items of which are contained in schedules and exhibits to the
Registration Statement as permitted by the rules and regulations
of the Commission. For further information, reference is made to
the Registration Statement, including the financial schedules and
exhibits filed or incorporated as a part thereof. Items of in-
formation omitted from this Prospectus but contained in the Reg-
istration Statement may be inspected and copies may be obtained
(at prescribed rates) at the Commission's Public Reference
Section at 450 Fifth Street, N.W., Washington, D.C. 20549.
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 and, in accordance therewith,
files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information
can be inspected and copied (at prescribed rates) at the Public
Reference Section offices of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional
offices at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511; Seven World Trade Center, 13th Floor, New York, New
York 10007; and Suite 1100, 5670 Wilshire Boulevard, Los Angeles,
California 90036-3648. In addition, the Common Stock is listed
on the New York Stock Exchange and similar information concerning
the Company can be inspected and copied at the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
No person is authorized to give any information or to make
any representations not contained in this Prospectus in connec-
tion with the offer described herein, and any information or
representation not contained herein must not be relied upon as
having been authorized by the Company. This Prospectus does not
constitute an offer to sell these securities in any state to any
person to whom it is unlawful to make such offer in such state.
Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication
that information herein is correct as of any time subsequent to
its date.
The Company will provide, without charge, to each person to
whom this Prospectus is delivered, a copy of the Company's annual
report to stockholders for its last fiscal year together with a
copy of any document or part thereof incorporated by reference in
this Prospectus but not delivered herewith (not including exhib-
its to such information, unless such exhibits are specifically
incorporated by reference into the information that this Prospec-
tus incorporates) upon the written or oral request of such per-
son. Requests should be directed to the Mike Sloan, Secretary of
the Company, 2880 Las Vegas Boulevard South, Las Vegas, Nevada
89109 (telephone 702-734-0410).
DESCRIPTION OF THE PLAN
General
The Circus Circus Enterprises, Inc. 1983 Incentive Stock
Option Plan (the "Plan") was adopted by the Company's Board of
Directors and its stockholders on August 11, 1983, and became
effective on that date. A maximum of 3,000,000 shares of the
Company's Common Stock, $.01-2/3 par value (the "Common Stock"),
may be purchased under the Plan, subject to adjustments in the
event of changes in the Common Stock resulting from stock
dividends, stock splits and similar changes. A copy of the Plan
may be obtained from the Company by writing or calling Mike
Sloan, Secretary of the Company, at 2880 Las Vegas Boulevard
South, Las Vegas, Nevada 89109 (telephone number 702-734-0410).
The Plan is not subject to any provisions of the Employee
Retirement Income Security Act of 1974. All references in this
Prospectus to numbers of shares and market and exercise prices
have been adjusted to reflect two-for-one splits of the Company's
Common Stock effective at the close of business on July 1, 1986
and July 12, 1991, respectively, and a three-for-two split of the
Company's Common Stock effective at the close of business on July
9, 1993.
Purpose
The purpose of the Plan is to enable the Company to attain
and attract executive, managerial, professional, and supervisory
personnel for the Company and its subsidiaries, and to provide
additional incentive to such personnel to increase their stock
ownership in the Company.
Eligibility
Under the term of the Plan, with the exception of members of
the committee which administers the Plan (the "Committee"), and
employees who can not qualify for the benefits of incentive stock
options under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"), any employee of the Company or a
subsidiary of the Company with executive, managerial,
professional or supervisory responsibility (who may or may not be
an officer or member of the Board of Directors) was eligible to
receive options under the Plan. Any employee owning more than
10% of the outstanding Common Stock of the Company could not be
granted options under the Plan unless the option price to such
employee is at least 110% of the fair market value of the shares
subject to the option and the option is not exercisable after
five years from the date of grant. As of the date of this
Prospectus, the period during which options could be granted
pursuant thereto has expired. Accordingly, no additional options
will be granted pursuant to the Plan.
Term and Amendment of the Plan
Under the terms of the Plan, options could be granted under
the Plan from time to time through August 10, 1993, and options
theretofore granted will remain exercisable for the term for
which granted. With the exception of options granted to a holder
of 10% of the Company's Common Stock, an option may not be
exercisable after the expiration of ten years from the date it is
granted. An option granted to a 10% stockholder may not be
exercisable after the expiration of five years from the date it
is granted.
The Board of Directors may, at any time, insofar as per-
mitted by law, with respect to any shares at the time not subject
to options, suspend or discontinue the Plan or revise or amend it
in any respect whatsoever except that, without approval of the
stockholders, no such revision or amendment shall change the
number of shares subject to the Plan (other than in the case of
stock dividends, stock splits and certain other changes in
capitalization), change the designation of the class of employees
eligible to receive options, decrease the price at which options
may be granted, or remove the administration of the Plan from the
Committee. See "Administration". Furthermore, the Plan may not,
without the approval of the stockholders, be amended in any
manner that will cause options issued under it to fail to meet
(i) the requirements of incentive stock options as defined in
Section 422 of the Code, or (ii) the requirements of Rule 16b-3
under the Securities Exchange Act of 1934.
Changes in Capitalization
In accordance with the terms of the Plan, in the event of
any increase or decrease in the number of issued shares of the
Company's Common Stock resulting from stock dividends, stock
splits and similar changes, the aggregate number of shares of
Common Stock which may thereafter be issued under the Plan, the
maximum number of shares for which options can be granted to an
employee under the Plan, the number of shares of Common Stock
covered by each outstanding option, and the exercise prices of
each outstanding option shall be proportionately and
appropriately adjusted for such increase or decrease.
In accordance with the terms of the Plan, each option
granted pursuant to the Plan provides for adjustment of the kind
and number of shares subject to the option or the option price,
or both, in the event of any changes in the Common Stock
resulting from stock dividends, stock splits and similar changes.
Sources of Stock
Common Stock issuable upon exercise of options granted
pursuant to the Plan can be either authorized but unissued shares
or shares previously issued and reacquired by the Company.
Purchase of Stock Pursuant to Plan
Options granted pursuant to the Plan are evidenced by a
written option certificate (the "Option Agreement") dated as of
the date of grant and executed by the Company. As to each option
granted, the terms of the option, including its duration, time of
exercise and exercise price, are stated in the Option Agreement
or incorporated therein by reference to the Plan. Each option
granted pursuant to the Plan is subject to the following terms
and conditions:
Exercise Price: The price to be paid for shares of Common
Stock upon exercise of each option was determined by the
Committee in accordance with the terms and conditions of the
Plan. Under the terms of the Plan, the option price may not be
less than 100% of the fair market value of the shares of Common
Stock on the date of the granting of the option; or, in the case
of an individual who owns (at the time the option is granted)
more than 10% of the total combined voting power of all classes
of stock of the Company (a "10% Stockholder"), such price may not
be less than 110% of such fair market value. The Committee has
determined, for this purpose, that fair market value means the
closing price of the Common Stock on the New York Stock Exchange
on the day an option is granted.
Period of Exercise: Options granted pursuant to the Plan
are exercisable at such times as determined by the Committee
which may not exceed ten years from the date of grant (five years
from the date of grant in the case of an option to a 10%
Stockholder).
Purchase of Shares: Options granted pursuant to the Plan
become exercisable at such time, or in installments at such
times, as may be provided in the Option Agreement as determined
by the Committee. An Option granted under the Plan (the "Later
Option") may not be exercised while there is outstanding an
incentive stock option (as defined in Section 422 of the Code)
which was granted to the Optionee by the Company, or a
subsidiary, prior to the grant of the Later Option. An optionee
desiring to exercise an option must give the Company written
notice of the number of shares to be purchased accompanied by
payment of the full purchase price. Not less than 100 shares may
be purchased at any one time unless the number purchased is the
total number at the time purchasable under the option. During
the lifetime of the optionee, the option may be exercisable only
by him and may not be assignable or transferable by him, and no
other person may acquire any rights therein. The Committee may
impose additional requirements on the exercise of options,
including, without limitation, the number of shares covered by an
option that become eligible to be exercised in any year. In such
case, to the extent not exercised, installments will accumulate
and become exercisable, in whole or in part, in any subsequent
period, but not later than the expiration of the option.
The option price is payable upon the exercise of the option
(i) in United States currency in cash or by check, bank draft, or
money order payable to the order of the Company, or (ii) at the
discretion of and in the manner determined by the Committee,
through the delivery of shares of Common Stock of the Company
already owned by the optionee which have a total fair market
value as of the last business day preceding the day on which the
option price is paid (based on the closing price of the Common
Stock on the New York Stock Exchange on such date) equal to the
option price, or (iii) at the discretion of the Committee, a
combination of (i) and (ii). If the option price is paid in
whole or in part through the delivery of shares of Common Stock,
the decision of the Committee with respect to the fair market
value of such shares shall be final and conclusive.
Options Outstanding Under the Plan
As of the close of business on March 31, 1995 there were
outstanding under the Plan options to purchase 171,204 shares of
the Company's Common Stock held by 12 persons. Such options were
exercisable at exercise prices ranging from $8.58 to $15.29 per
share with expiration dates ranging from March 13, 1998 to
January 30, 2000. As of the close of business on March 31, 1995,
2,433,687 shares of Common Stock had been purchased pursuant to
the Plan.
All references here and elsewhere in this Prospectus to
numbers of shares and to market and exercise prices have been
adjusted to reflect two-for-one splits of the Company's Common
Stock effective at the close of business on July 1, 1986 and
July 12, 1991, respectively, and a three-for-two split of the
Company's Common Stock effective at the close of business on July
9, 1993.
Transferability
No option granted under the Plan is transferable by the
optionee other than by will or the laws of descent and dis-
tribution and options granted pursuant to the Plan are
exercisable only by the optionee during his lifetime.
Termination of Options
In the event that an optionee (i) shall cease to be employed
by the Company or a subsidiary because of his discharge for
dishonesty, or because he violated any material provision of any
employment or other agreement between him and the Company or a
subsidiary, or (ii) shall voluntarily resign or terminate his
employment with the Company or a subsidiary under or followed by
such circumstances as would constitute a breach of any material
provision of any employment or other agreement between him and
the Company or a subsidiary, or (iii) shall have committed an act
of dishonesty not discovered by the Company or a subsidiary prior
to the cessation of his employment but which would have resulted
in his discharge if discovered prior to such date, or (iv) shall,
either before or after cessation of his employment with the
Company or a subsidiary, without the written consent of his
employer, use (except for the benefit of his employer) or
disclose to any other person any confidential information
relating to the continuation or proposed continuation of his
employer's business or any trade secrets of the Company or a
subsidiary obtained as a result of or in connection with such
employment, or (v) shall, either before or after the cessation of
his employment with the Company or subsidiary, without the
written consent of the employer, directly or indirectly, give
advice to, or serve as an employee, director, officer or trustee
of, or in any similar capacity with, or otherwise directly or
indirectly participate in the management, operation, or control
of, or have any direct or indirect financial interest in, any
corporation, partnership, or other organization which directly or
indirectly competes in any respect with the Company or its
subsidiaries, then forthwith from the happening of any such
event, any option then held by such optionee shall terminate and
become void to the extent that it then remains unexercised. In
the event that an optionee shall cease to be employed by the
Company or a subsidiary for any reason other than his death or
one or more of the reasons set forth in the immediately preceding
sentence (subject to the condition that no option shall be
exercisable after the expiration of ten years from the date it is
granted, or, in the case of a 10% Stockholder, five years from
the date it is granted), such optionee shall have the right to
exercise the option at any time within three months after such
termination of employment to the extent his right to exercise
such option had accrued pursuant to the Plan at the date of such
termination and had not previously been exercised. Such three-
month limit shall be increased to one year for any optionee who
ceases to be employed by the Company or a subsidiary because he
is disabled (within the meaning of Section 105(d)(4) of the
Internal Revenue Code). Whether authorized leave of absence or
absence for military or governmental service shall constitute
termination of employment, for purposes of the Plan, shall be
determined by the Committee, which determination shall be final
and conclusive.
If an optionee dies while in the employ of the Company or a
subsidiary or within a period of three months (one year in the
case of disability) after the termination of his employment with
the Company and all subsidiaries and has not fully exercised any
option under the Plan, such option may (subject to the condition
that no option can be exercised after the expiration of 10 years
from the date it is granted, or, in the case of a 10% Stock-
holder, five years from the date it is granted) be exercised, to
the extent that the optionee's right to exercise such option has
accrued pursuant to the Plan at the time of his death and has not
previously been exercised or terminated, at any time within one
year after the optionee's death, by the personal representative
of the optionee or by any person or persons who have acquired the
option directly from the optionee by bequest or inheritance.
FEDERAL INCOME TAX CONSEQUENCES
Options granted under the Plan are intended to qualify for
the favorable Federal income tax treatment currently accorded
"Incentive Stock Options" as defined under Section 422 of the
Code. The Plan is not the type of employee benefit plan that is
subject to being qualified under Section 401 of the Code.
Under the Code, no Federal income tax is imposed at the time
an Incentive Stock Option is granted or exercised, provided,
generally, that such exercise occurs not later than three months
after the termination of the Optionee's employment with the
Company or a subsidiary. The Code also provides that, (i) in the
case of an optionee whose employment terminates as a result of
disability (as contemplated by Section 22(e)(3) of the Code), the
three-month period described in the preceding sentence is
extended to one year; and (ii) the general requirement that the
option be exercised within three months of the termination of the
Optionee's employment is not applicable to Incentive Stock
Options exercised after the death of an Optionee by his estate or
a person who acquired the right to exercise such Incentive Stock
Option by reason of the death of the Optionee.
Under the Plan, Incentive Stock Options are generally
exercisable only during the Optionee's employment by the Company
or one of its subsidiaries. However, an Optionee who ceases to
be employed by the Company or a subsidiary for any reason other
than his death or one or more of the reasons set forth under the
heading "Description of the Plan - Termination of Options", may
exercise an outstanding Incentive Stock Option held by him for a
period of three months, following such termination, unless such
Option expires earlier by its terms. Although, as described
above, the limitations imposed by the Code with respect to the
period during which Incentive Stock Options must be exercised
generally are not applicable to Incentive Stock Options exercised
after the death of an Optionee by his estate or a person who
acquired the right to exercise such Incentive Stock Options by
reason of the death of the Optionee, the Plan limits to one year
the maximum period during which an Incentive Stock Option may be
exercised by an Optionee's estate or a person who acquires the
right to exercise such Incentive Stock Option by reason of the
death of the Optionee. See "Description of the Plan -
Termination of Options."
To the extent that the aggregate fair market value
(determined at the time the option is granted) of the shares with
respect to which options which would, but for this sentence, be
Incentive Stock Options, are exercisable for the first time by an
Optionee during any calendar year under the Plan and under any
other incentive stock option plans of the Company (and any parent
or subsidiary corporation of the Company) exceeds $100,000, the
options related to such excess will be deemed to be non-qualified
stock options for Federal income tax purposes.
While ordinarily no income is required to be recognized at
the time an Incentive Stock Option is exercised, it should be
noted that for purposes of the alternative minimum tax imposed by
Section 55 of the Code, an Incentive Stock Option is treated, in
effect, as a non-qualified option. Therefore, the excess of the
fair market value of the shares of Common Stock subject to the
Incentive Stock Option, determined at the time of exercise, over
the exercise price constitutes ordinary income for purposes of
the alternative minimum tax. If, however, an Optionee disposes
of stock acquired pursuant to the exercise of an Incentive Stock
Option within the same taxable year as the exercise of such
option, then the amount of ordinary income recognized for
alternative minimum tax purposes is the lesser of (i) the excess
of the fair market value of the shares over the exercise price at
the time the option is exercised or (ii) the excess of the amount
realized on the sale of such stock by the Optionee over the
exercise price. Accordingly, the exercise of an Incentive Stock
Option by an Optionee (depending on his other circumstances) may
cause the Optionee to incur some alternative minimum tax. For
purposes of the alternative minimum tax, the basis of stock
acquired through the exercise of an Incentive Stock Option equals
the fair market value taken into account in determining the
amount of ordinary income recognized for alternative minimum tax
purposes.
Provided that the Incentive Stock Option was exercised time-
ly (as described above), if the shares of Common Stock acquired
upon exercise of an Incentive Stock Option are not disposed of
(i) within two years after the date of the grant of the Incentive
Stock Option or (ii) within one year after the exercise of the
Incentive Stock Option, then any amount realized in excess of the
Optionee's basis in the shares of Common Stock is taxed as long-
term capital gain at the time of the sale or other disposition of
the shares of Common Stock. The holding period requirement
described in the preceding sentence is not applicable to
Incentive Stock Options exercised after the death of an optionee
by his estate or a person who acquired the right to exercise such
Incentive Stock Option by reason of the death of the optionee.
Any loss incurred under such circumstances is treated as a long-
term capital loss. The Company is not entitled to a tax
deduction with respect to the grant or exercise of an Incentive
Stock Option or upon such disposition of the shares received upon
its exercise.
The Optionee's basis (for purposes of determining the amount
of gain or loss upon a disposition that satisfies the holding
period requirements) in shares of Common Stock acquired upon the
exercise of an Incentive Stock Option is equal to the option
price of the shares of Common Stock, in the event that the entire
option price is paid in cash. According to Proposed Regulations,
the Optionee's basis and holding period in the shares of Common
Stock acquired upon exercise of an Incentive Stock Option are
determined in a case where the Optionee pays all or a portion of
the option price by delivering to the Company shares of Common
Stock already owned by him as follows:
(i) For that number of shares of Common Stock which is
equal to the number of already-owned shares of Common Stock
that are delivered to the Company in part or in full payment
of the option price, the basis (and holding period) is the
same as the basis and holding period of such already-owned
shares; and
(ii) For any shares of Common Stock received in excess
of the number of already-owned shares of Common Stock that
are delivered to the Company in part or in full payment of
the Option price (the "Additional Shares"), the basis is
equal to the amount of cash, if any, paid in connection with
the exercise of the Option; and the holding period for the
Additional Shares commences on the date of exercise of the
Incentive Stock Option.
It should also be noted that the delivery of already-owned
shares of Common Stock in part or full payment of the Option
price will constitute a disqualifying disposition of such
already-owned shares of Common Stock if (i) such already-owned
shares of Common Stock were previously acquired by exercise of an
Incentive Stock Option, and (ii) at the time of delivery of such
already-owned shares, the Optionee has not satisfied the statu-
tory two-year after grant, one-year after exercise holding period
described above, which must be met in order to receive the tax
benefits of an Incentive Stock Option.
In the event an Optionee sells or otherwise disposes of
shares of Common Stock acquired upon exercise of an Incentive
Stock Option before the expiration of two years after the grant
of the Incentive Stock Option or before the expiration of one
year after the exercise of the Incentive Stock Option, then the
lesser of (i) the excess of the fair market value of the shares
of Common Stock at the time the Incentive Stock Option was
exercised over the exercise price of the shares or (ii) the
amount realized upon such sale over the Optionee's basis in the
shares of Common Stock, is treated as ordinary income at the time
of the sale or other disposition of the shares of Common Stock.
The adjusted basis of the shares in the Optionee's hands at the
time of a disposition by him will consist of the price paid by
the Optionee for the shares, increased by the amount (if any)
included in the Optionee's gross income as ordinary income. Any
gain on the sale or other disposition of the shares which is not
treated as ordinary income (as described in the preceding
sentence) is treated as long-term or short-term capital gain,
depending on the holding period of the shares of Common Stock
sold. Such excess is long-term gain only if the shares of Common
Stock were held for more than one year.
The Company, generally, is entitled to a tax deduction equal
to the amount of ordinary income, if any, recognized by the
Optionee in cases in which the shares of Common Stock are sold
prior to satisfying the two-year after grant, one-year after
exercise holding period required to receive the tax benefits of
an Incentive Stock Option.
Pursuant to the terms of the Omnibus Budget Reconciliation
Act of 1993, effective as of January 1, 1993, the maximum
marginal rate of tax imposed on ordinary income for individuals
is 36% ((39.6% for individuals with taxable incomes over
$250,000) and the maximum marginal rate of tax imposed on long-
term capital gains is 28%. In addition to this difference in tax
rates, the distinction between capital gains and losses and
ordinary income is relevant for a number of reasons, including
the fact that capital losses are only deductible against capital
gains and a limited amount ($3,000) of ordinary income.
The general Federal income tax principles discussed above
are highly complex and subject to changes which may be brought
about by subsequent legislation or by regulations and
administrative rulings which may be applied on a retroactive
basis. Optionees may also be subject to state and local and/or
foreign taxes with respect to option grants, option exercises and
the subsequent holding and disposition of shares acquired and
should refer to the applicable tax laws of the relevant
jurisdictions. Each Optionee should consult his own tax advisor
in connection with the tax consequences of the grant and exercise
of an option and the subsequent holding and disposition of shares
received upon exercise.
RESTRICTIONS ON RESALE
Certain officers and directors of the Company may be deemed
to be "affiliates" of the Company for purposes of the Securities
Act of 1933. Shares acquired under the Plan by an affiliate or,
under certain conditions, by persons who are not employees of the
Company at the time of exercise of the Options or not otherwise
deemed to be employees of the Company, may only be reoffered or
resold pursuant to an effective registration statement under the
Securities Act of 1933 or in accordance with Rule 144 thereunder.
An affiliate, or any person who is not an employee of the Company
or not deemed to be an employee of the Company, may not reoffer
or resell shares by means of this Prospectus.
Under Section 16(b) of the Securities Exchange Act of 1934,
as amended, if a director or officer of the Company, or a person
who beneficially owns, directly or indirectly, more than ten per-
cent of the Common Stock of the Company, purchases and sells, or
sells and then purchases, Common Stock of the Company within a
six-month period, any profit on any of the sales must be paid to
the Company. The provisions of Section 16(b) are generally known
as the "short-swing profit" provisions. However, in certain
cases specific rules exempt certain transactions from the short-
swing profit provisions provided applicable conditions set forth
in the rules are complied with. All directors and officers of
the Company and all persons who beneficially own, directly or
indirectly, more than ten percent of the Common Stock of the Com-
pany, should, therefore, consider the limitations imposed by
Section 16(b) prior to purchasing or selling any Common Stock.
ADMINISTRATION
The Plan is administered by a Committee, which is appointed
by the Company's Board of Directors and consists of at least
three members of the Board of Directors, who shall be
disinterested persons (as such term is defined in Rule 16b-3
under the Securities Exchange Act of 1934). The Board may fill
all vacancies on the Committee or add members to the Committee.
Members of the Committee may be removed by the Board at any time
with or without cause. The Committee selects one of its members
as Chairman, and holds meetings at such times and places as it
may determine.
The Committee may act only by majority of its members then
in office; however, the Committee may authorize any one or more
of its members or any officer of the Company to execute and
deliver documents on behalf of the Committee. The Committee is
authorized, subject to the provisions of the Plan, to establish
such rules and regulations as it deems necessary for the proper
administration of the Plan and to make such determinations and
interpretations and to take such action in connection with the
Plan and any Options granted thereunder as it deems necessary or
advisable. The Plan provides that the determinations and
interpretations made by the Committee of any provisions of the
Plan or of any Option are binding and conclusive on all inter-
ested parties. Requests for additional information concerning
the Committee or the Plan may be made to the individual and in
the same manner as requests described under "Reports of the
Company".
The present Committee members, each of whom is a director of
the Company, are Tony Coelho, Arthur M. Smith, Jr. and Fred W.
Smith. Additional information concerning the members of the
Committee may be obtained from the Company in the manner
described under "Reports of the Company".
REPORTS OF THE COMPANY
The Company's Quarterly and Annual Reports to Stockholders,
proxy soliciting material and other communications distributed to
the Company's stockholders generally will be provided to all
holders of options granted pursuant to the Plan whether or not
such holders are stockholders of the Company. If a holder of an
option does not for some reason receive a copy of any of such
reports, material or other communications, he may obtain copies
of the same which the Company will provide promptly without
charge upon written or oral request. Such request should be
directed to Mike Sloan, Secretary, Circus Circus Enterprises,
Inc., 2880 Las Vegas Boulevard South, Las Vegas, Nevada 89109
(702-734-0410).
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference, the following
documents, each of which shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing
thereof with the Securities and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 1994, filed pursuant to Section
13(a) of the Securities Exchange Act of 1934 (the
"Exchange Act");
(b) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended April 30, 1994, July 31, 1994 and
October 31, 1994 filed pursuant to Section 13(a) of the
Exchange Act;
(c) The Company's Current Reports on Form 8-K dated July
14, 1994 and August 15, 1994, filed pursuant Section
13(a) of the Exchange Act;
(d) The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A
declared effective by the Securities and Exchange Com-
mission on October 25, 1983, and any amendments or
reports filed for the purpose of updating such
description;
(e) The description of the Company's Common Stock Purchase
Rights contained in the Company's Registration
Statement on Form 8-A declared effective by the
Securities and Exchange Commission on August 12, 1994
and any amendments or reports filed for the purpose of
updating such description; and
(f) All documents subsequently filed by the Company pur-
suant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered
hereby have been sold or which deregisters all
securities then remaining unsold.
Copies of the documents incorporated by reference herein,
except for the exhibits to such documents (unless such exhibits
are specifically incorporated by reference into the documents
which this Prospectus incorporates), are available to any person
receiving a copy of this Prospectus upon written or oral request.
Such request should be directed to Mike Sloan, Secretary, Circus
Circus Enterprises, Inc., 2880 Las Vegas Boulevard South, Las
Vegas, Nevada 89109 (702-734-0410). See "Additional
Information."
LEGAL MATTERS
The validity of the Common Stock offered hereby has been
passed upon for the Company by Jones, Jones, Close & Brown,
Chartered, Las Vegas, Nevada.
EXPERTS
The consolidated financial statements and schedules included
or incorporated by reference in the Company's Annual Report on
Form 10-K for the year ended January 31, 1994, incorporated by
reference in this Prospectus and elsewhere in the Registration
Statement, to the extent and for the periods indicated in their
reports, have been audited by Arthur Andersen LLP, independent
public accountants, and are incorporated herein by reference in
reliance upon the authority of such firm as experts in giving
said reports. <PAGE>
TABLE OF CONTENTS
Page
Additional Information. . . . . . . . . . . . . . . . . . 2
Description of the Plan . . . . . . . . . . . . . . . . . 3
General . . . . . . . . . . . . . . . . . . . . . . . 3
Purpose . . . . . . . . . . . . . . . . . . . . . . . 3
Eligibility . . . . . . . . . . . . . . . . . . . . . 3
Term and Amendment of the Plan. . . . . . . . . . . . 4
Changes in Capitalization . . . . . . . . . . . . . . 4
Sources of Stock. . . . . . . . . . . . . . . . . . . 5
Purchase of Stock Pursuant to the Plan. . . . . . . . 5
Options Outstanding Under the Plan. . . . . . . . . . 6
Transferability . . . . . . . . . . . . . . . . . . . 6
Termination of Options. . . . . . . . . . . . . . . . 6
Federal Income Tax Consequences . . . . . . . . . . . . . 8
Restrictions on Resale. . . . . . . . . . . . . . . . . . 11
Administration. . . . . . . . . . . . . . . . . . . . . . 12
Reports of the Company. . . . . . . . . . . . . . . . . . 13
Incorporation of Certain Documents by Reference . . . . . 13
Legal Matters . . . . . . . . . . . . . . . . . . . . . . 14
Experts . . . . . . . . . . . . . . . . . . . . . . . . . 14
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Reference is made to the information appearing under the
heading "Incorporation of Certain Documents by Reference" in the
Prospectus constituting a part of this Registration Statement,
which information is incorporated herein by this reference.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 78.751 of the Nevada Revised Statutes (the "Nevada
Law") permits a corporation to indemnify any of its directors,
officers, employees and agents against costs and expenses arising
from claims, suits and proceedings if such persons acted in good
faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Notwithstanding the foregoing,
in an action by or in the right of the corporation, no indemnifi-
cation may be made in respect of any claim, issue or matter, as
to which such person is adjudged to be liable to the corporation
unless a court of competent jurisdiction determines that in view
of all the circumstances of the case, indemnification would be
appropriate. The indemnification provisions of the Nevada Law
expressly do not exclude any other rights a person may have to
indemnification under any bylaw, among other things.
In accordance with Nevada Revised Statutes 78.037, Article
XI of the Company's Restated Articles of Incorporation provides
that no director or officer of the Company shall be personally
liable to the Company or its stockholders for damages for breach
of fiduciary duty as a director or officer, except for (a) acts
or omissions which include intentional misconduct, fraud or a
knowing violation of law, or (b) the payment of dividends in
violation of Nevada Revised Statutes 78.300.
Article X, Section 10.2 of the Company's Restated Bylaws
provides for mandatory indemnification of directors and officers
to the fullest extent now or hereafter permitted by law.
The Company maintains a liability insurance policy under
which officers and directors are generally indemnified against
losses and liability (including costs, expenses, settlements, and
judgments) incurred by them in such capacities, individually or
otherwise, other than specified excluded losses. The insurance
policy will pay on behalf of the Company all covered losses for
which the Company grants indemnification of each officer or
director as permitted by law which the officer or director
becomes legally obligated to pay on account of an indemnifiable
claim. The policy would generally cover, in addition to other
liabilities, liabilities arising under the federal securities
laws; however, the subject of loss may not include any claim or
claims under federal or state law arising out of or relating to
(i) the filing of a registration statement with the Securities
and Exchange Commission or the offer or sale by means of a
prospectus of any security with respect to which a registration
statement has been filed, including, but not limited to, any
claim asserting that such registration statement or prospectus
contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading, (ii) any under-
writing agreement for the offer or sale of any security, or (iii)
any accounting of profits from the purchase or sale of securities
of the Company under Section 16(b) of the Securities Exchange Act
of 1934 or a similar state law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4(a) Circus Circus Enterprises, Inc. 1983 Incentive Stock Option
Plan (Incorporated by reference to Exhibit 10(e) to the
Company's Registration Statement No. 2-85794).
4(b) Amendment to Circus Circus Enterprises, Inc. 1983 Incentive
Stock Option Plan.
5 Opinion of Jones, Jones, Close & Brown, Chartered, Las
Vegas, Nevada.*
23(a) Consent of Jones, Jones, Close & Brown, Chartered, Las
Vegas, Nevada. Reference is made to Exhibit 5 hereto.
23(b) Consent of Arthur Andersen LLP
________________________
* Previously filed.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do
not apply if the registration statement is on Form S-3 or Form S-
8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indem-
nification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Amendment to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada, on the 21st day of April, 1995.
CIRCUS CIRCUS ENTERPRISES, INC.
By:CLYDE T. TURNER
CLYDE T. TURNER, Chairman of
the Board and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Clyde T. Turner
and Daniel N. Copp, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully
to all intents and purposes as he might or could do in person,
thereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Amendment has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
CLYDE T. TURNER Chairman of the Board April 21, 1995
CLYDE T. TURNER and Chief Executive
Officer (Principal
Executive Officer)
DANIEL N. COPP Executive Vice President April 21, 1995
DANIEL N. COPP and Chief Financial
Officer (Principal Financial
Officer)
TONY COELHO Director April 19, 1995
TONY COELHO
CARL F. DODGE Director April 18, 1995
CARL F. DODGE
WILLIAM N. PENNINGTON Director April , 1995
Director April , 1995
FRED W. SMITH
ARTHUR M. SMITH, JR. Director April 21, 1995
ARTHUR M. SMITH, JR.
KURT SULLIVAN Director April 21, 1995
KURT SULLIVAN
LES MARTIN Controller April 21, 1995
LES MARTIN
Exhibit 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration
Statement of our reports dated February 23, 1994 included or
incorporated by reference in Circus Circus Enterprises, Inc.'s
Annual Report on Form 10-K for the year ended January 31, 1994
and to all references to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
April 21, 1995
